UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 11)
Under the Securities Exchange Act of 1934
Quidel Corporation
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
74838J101
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
50,000 |
| 6 |
SHARED VOTING POWER
3,208,457 | |
| 7 |
SOLE DISPOSITIVE POWER
50,000 | |
| 8 |
SHARED DISPOSITIVE POWER
3,208,457 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,258,457 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.6% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
IN | |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,253,061 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,253,061 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,253,061 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.6% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
308,100 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
308,100 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,100 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
PN | |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Associates, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
2,561,161 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
2,561,161 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,561,161 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Ten Fund Master, L.P. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
598,796 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
598,796 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
598,796 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc. Employees’ Retirement Plan |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) £ (b)£ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
42,000 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
42,000 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,000 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
EP | |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) £ (b) £ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
640,796 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
640,796 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
640,796 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
CO | |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Feinberg Family Foundation |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) ¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER
0 |
| 6 |
SHARED VOTING POWER
6,500 | |
| 7 |
SOLE DISPOSITIVE POWER
0 | |
| 8 |
SHARED DISPOSITIVE POWER
6,500 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,500 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |
| 12 |
TYPE OF REPORTING PERSON (See Instructions)
OO | |
This Amendment No. 11 to Schedule 13G (this "Amendment No. 11") is being filed with respect to the Common Stock, par value $0.001 (“Common Stock”) of Quidel Corporation, a Delaware corporation (the “Issuer”), to amend the Schedule 13G filed on April 23, 2001, as previously amended by Amendment No. 1, filed on February 14, 2002, by Amendment No. 2, filed on February 12, 2003, by Amendment No. 3, filed on February 9, 2005, by Amendment No. 4, filed on February 7, 2006, by Amendment No. 5, filed on February 15, 2008, by Amendment No. 6 filed on May 20, 2009, by Amendment No. 7, filed on February 2, 2010, by Amendment No. 8, filed on February 8, 2011, by Amendment No. 9, filed on February 6, 2012, and by Amendment No. 10 filed on February 12, 2013 (as so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.
| Item 2(a). | Name of Filing Person: |
Item 2(a) of the Schedule 13G is hereby amended and restated as follows:
This statement is filed by:
| (i) | Mr. Larry N. Feinberg (“Mr. Feinberg”), with respect to shares of the Issuer’s Common Stock directly owned by him. Mr. Feinberg serves as the managing member of Oracle Associates (as defined herein). Mr. Feinberg may be deemed to indirectly beneficially own shares of Common Stock by virtue of the foregoing relationship, directly or indirectly beneficially owned by Oracle Associates. Mr. Feinberg is the sole shareholder, director and president of the Manager (as defined herein), which serves as investment manager to Ten Fund (as defined herein) and the Retirement Plan (as defined herein), and accordingly, may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Ten Fund and the Retirement Plan. Mr. Feinberg is the trustee of the Foundation (as defined herein) and has the sole power to direct the voting and disposition of the shares of Common Stock owned by the Foundation and accordingly, may be deemed to be the indirect beneficial owner of the shares of Common Stock; |
| (ii) | Oracle Partners, L.P., a Delaware limited partnership (“Partners”), with respect to shares of Common Stock directly owned by it; |
| (iii) | Oracle Institutional Partners, L.P., a Delaware limited partnership (“Institutional Partners”), with respect to shares of Common Stock directly owned by it; |
| (iv) | Oracle Associates, LLC, a Delaware limited liability company (“Associates”), which serves as the general partner of Partners and Institutional Partners, and may be deemed to indirectly beneficially own shares of Common Stock, by virtue of the foregoing relationship, directly or indirectly beneficially owned by Partners and Institutional Partners; |
| (v) | Oracle Ten Fund Master, L.P., a limited partnership organized under the Cayman Islands (“Ten Fund”), with respect to shares of Common Stock directly owned by it; |
| (vi) | Oracle Investment Management, Inc. Employees’ Retirement Plan, an employee benefit plan organized in Connecticut (the “Retirement Plan”), with respect to shares of Common Stock directly owned by it; |
| (vii) | Oracle Investment Management, Inc., a Delaware corporation (the “Manager”), which serves as investment manager to Ten Fund, and accordingly, may be deemed to be the beneficial owner of shares of Common Stock beneficially owned by Ten Fund. |
| (viii) | The Feinberg Family Foundation, a foundation organized in Connecticut (the “Foundation”), with respect to shares of Common Stock directly owned by it. |
| Item 4. | Ownership: |
Item 4 of the Schedule 13G is hereby amended and restated as follows:
The percentage of shares owned is based upon 33,950,194 shares of the Issuer’s Common Stock issued and outstanding as of October 21, 2013, as set forth in the Issuer’s most recent Quarterly Report on Form 10-Q for the period ended September 30, 2013, filed with the Securities and Exchange Commission on October 25, 2013.
The beneficial ownership of the Reporting Persons as of the date of this Amendment No. 1 is set forth below. This filing and any future amendments hereto shall not be considered an admission that any Reporting Person is a beneficial owner of shares beneficially owned by any other Reporting Person named herein.
A. Larry N. Feinberg
(a) Amount beneficially owned: 3,258,457
(b) Percent of class: 9.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 50,000
(ii) Shared power to vote or direct the vote: 3,208,457
(iii) Sole power to dispose or direct the disposition: 50,000
(iv) Shared power to dispose or direct the disposition: 3,208,457
B. Oracle Partners, L.P.
(a) Amount beneficially owned: 2,253,061
(b) Percent of class: 6.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,253,061
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 2,253,061
C. Oracle Institutional Partners, L.P.
(a) Amount beneficially owned: 308,100
(b) Percent of class: 0.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 308,100
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 308,100
D. Oracle Associates, LLC
(a) Amount beneficially owned: 2,561,161
(b) Percent of class: 7.5%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 2,561,161
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 2,561,161
E. Oracle Ten Fund Master, L.P.
(a) Amount beneficially owned: 598,796
(b) Percent of class: 1.8%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 598,796
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 598,796
F. Oracle Investment Management, Inc. Employees’ Retirement Plan
(a) Amount beneficially owned: 42,000
(b) Percent of class: 0.1%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 42,000
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 42,000
G. Oracle Investment Management, Inc.
(a) Amount beneficially owned: 640,796
(b) Percent of class: 1.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 640,796
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 640,796
H. The Feinberg Family Foundation
(a) Amount beneficially owned: 6,500
(b) Percent of class: 0.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 6,500
(iii) Sole power to dispose or direct the disposition: 0
(iv) Shared power to dispose or direct the disposition: 6,500
Item 10: Certification:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2014
| /s/ Larry N. Feinberg | ||
| Larry N. Feinberg, Individually | ||
| ORACLE PARTNERS, L.P. | ||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | ||
| ORACLE INSTITUTIONAL PARTNERS, L.P. | ||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | ||
| ORACLE ASSOCIATES, LLC | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | ||
| ORACLE TEN FUND MASTER, L.P. | ||
| By: ORACLE ASSOCIATES, LLC, its general partner | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | ||
| ORACLE INVESTMENT MANAGEMENT, INC. EMPLOYEES’ RETIREMENT PLAN | ||
| By: | /s/ Aileen Wiate | |
| Aileen Wiate, Trustee | ||
| ORACLE INVESTMENT MANAGEMENT, INC. | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Managing Member | ||
| THE FEINBERG FAMILY FOUNDATION | ||
| By: | /s/ Larry N. Feinberg | |
| Larry N. Feinberg, Trustee | ||